Cincinnati Bell 2008 Annual Report Download - page 91

8.5 Coordination of SAR and Option.Unless otherwise determined by the Committee, any stock option as
to which a SAR is related shall no longer be exercisable to the extent the SAR has been exercised and the
exercise of a stock option shall cancel any related SAR to the extent of such exercise.
8.6 Procedures for Exercise of SAR.
(a) With respect to each exercise of a SAR granted under the Plan, written notice of the exercise must
be given and any taxes required to be withheld upon the exercise must be paid in full at the time of the
exercise. The procedures for meeting such requirements shall be established under the provisions of section
17 hereof.
(b) As soon as administratively practical after the receipt of the written notice and full payment of taxes
applicable to the exercise of any SAR granted under the Plan in accordance with the procedures established
under the provisions of section 17 hereof, CBI shall pay the amount to which the applicable Participant (or
such other person who is exercising the SAR) is entitled upon the exercise of the SAR in cash, Common
Shares or other property, or a combination thereof, as the Committee shall determine and provide in the
terms of the award. To the extent that payment is made in Common Shares or other property, the Common
Shares or other property shall be valued at its fair market value on the date of exercise of the SAR.
9. Restricted Stock Awards.Any awards granted under the Plan in the form of restricted stock shall be subject to
the following terms and conditions of this section 9.
9.1 Nature of Restricted Stock.
(a) Restricted stock shall constitute Common Shares that may not be disposed of by the Participant to
whom the restricted stock is granted until certain restrictions established by the Committee lapse. Unless
and except to the extent not required under subsection 19.1 hereof, such restrictions shall include but not
necessarily be limited to restrictions that provide that the Participant must either be an employee of the
Company for a specified continuous period of time of at least three years (or of at least one year if the
restricted stock is subject to the meeting of certain performance goals) or terminate employment with the
Company in special circumstances (such as the Participant’s retirement, disability, or death). In addition, the
Committee may (but is not required to) provide in the terms of the applicable restricted stock award
restrictions related to the meeting of certain performance goals in all or just certain cases (such as in all
cases other than when there occurs a Change in Control or the Participant’s termination of employment with
the Company because of his or her death or disability). Any restrictions that are imposed under a restricted
stock award shall also similarly restrict the ability of the applicable Participant to dispose of other rights
issued with respect to such restricted stock.
(b) Any restricted stock award granted under the Plan may provide that the satisfaction of certain but
not all (or a certain level but not the highest level) of any of the required employment period restrictions,
performance goal restrictions, and/or other restrictions applicable to such restricted stock will permit the
lapse of the applicable restrictions that restrict the right to dispose of such restricted stock as to a percentage
(that is reasonably related to the percentage of all or the highest level of the applicable restrictions imposed
under the entire restricted stock award that have been satisfied), but not the maximum number, of the
Common Shares reflected by such restricted stock.
9.2 Terms and Conditions of Restricted Stock To Be Determined by Committee.Subject to the other
provisions of this section 9 and the other sections of the Plan, all of the restrictions and other terms and
conditions that apply to any restricted stock awarded under the Plan shall be determined by the Committee. The
grant of any restricted stock under the Plan shall be evidenced by a written agreement signed by the Committee
or a representative thereof, which agreement shall contain the restrictions and other terms and conditions of the
restricted stock (as set by the Committee) and shall be referenced on the certificates representing the Common
Shares that constitute such restricted stock.
9.3 Procedures for Payment of Taxes Upon Vesting of Restricted Stock.Any taxes required to be withheld
upon the lapse of any restrictions applicable to any restricted stock granted under the Plan (and, if applicable, any
minimum purchase price for the restricted stock that may be required by applicable law) must be paid in full at
the time such restrictions lapse. The procedures for meeting such requirements shall be established under the
provisions of section 17 hereof.
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